Edgar Filing: BCIP ASSOCIATES II-C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAIN CAPITAL INVESTORS LLC

2. Issuer Name and Ticker or Trading Symbol
DOMINOS PIZZA INC [DPZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

111 HUNTINGTON AVENUE,

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2010

(Street)

BOSTON, MA 02199

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.01	03/10/2010		J⁽⁶⁾		2,262,732	D	$ 14.19 ⁽⁶⁾	10,504,993	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock, Par Value $0.01	03/11/2010		S		15,528	D	$ 13.841	10,489,465	I	See footnotes ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAIN CAPITAL INVESTORS LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
BAIN CAPITAL FUND VI LP 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
Bain Capital VI Coinvestment Fund, L.P. 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
BCIP ASSOCIATES II 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
BCIP ASSOCIATES II B 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
BCIP TRUST ASSOCIATES II 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
BCIP TRUST ASSOCIATES II B 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
BCIP ASSOCIATES II-C 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
PEP INVESTMENTS PTY LTD 111 HUNTINGTON AVENUE BOSTON, MA 02199		X
BAIN CAPITAL PARTNERS VI LP 111 HUNTINGTON AVENUE BOSTON, MA 02199		X

Signatures

/s/ Mark E. Nunnelly		03/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Bain Capital Investors, LLC ("BCI"), is the sole general partner of Bain Capital Partners VI, L.P. ("BCP VI"), which is the sole general partner of Bain Capital Fund VI, L.P. ("Fund VI"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund VI. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 10, 2010, Fund VI distributed 994,412 shares of Common Stock to one or more members or partners. Following such distribution, Fund VI held 4,570,334 shares of Common Stock.
(2)	BCP VI is the sole general partner of Bain Capital VI Coinvestment Fund, L.P. ("Coinvestment Fund VI"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Coinvestment Fund VI. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 10, 2010, Coinvestment Fund VI distributed 1,131,905 shares of Common Stock to one or more members or partners. Following such distribution, Coinvestment Fund VI held 5,202,253 shares of Common Stock.
(3)	BCI is the managing partner of each of BCIP Associates II ("BCIP II"), BCIP Associates II-B ("BCIP II-B"), BCIP Trust Associates II, and BCIP Associates II-C ("BCIP II-C") and thus may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP II, BCIP II-B and BCIP II-C. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 10, 2010, BCIP II, BCIP II-B and BCIP II-C distributed 94,425, 14,913 and 27,077 shares of Common Stock, respectively, to one or more members or partners. Following such distribution, BCIP II, BCIP II-B and BCIP II-C held 433,981, 68,538 and 124,477 shares of Common Stock, respectively.
(4)	BCI is also the managing partner of BCIP Trust Associates II ("BCIPT II"). As a result, BCI may be deemed to share voting dispositive power with respect to the shares of Common Stock held by BCIPT II. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 11, 2010, BCIPT II sold 10,938 shares of Common Stock. Following such sale, BCIPT II held 50,273 shares of Common Stock.
(5)	BCI is also the managing partner of BCIP Trust Associates II-B ("BCIPT II-B"). As a result, BCI may be deemed to share voting dispositive power with respect to the shares of Common Stock held by BCIPT II-B. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 11, 2010, BCIPT II-B sold 4,590 shares of Common Stock. Following such sale, BCIPT II held 21,093 shares of Common Stock.
(6)	The distribution to partners and includes subsequent distributions by general partners to their respective partners.

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